Common use of MERGER / ACQUISITION Clause in Contracts

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) Channel shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) Channel to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) Channel can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) the Channel to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) Channel to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) Channel shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) Channel to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, that if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate and the Broadcaster shall take prior written approval from mutually discuss and negotiate the Broadcaster, through commercial terms and conditions under which signals of the Authorized Representative, for Subscribed Channel(s) can be retransmitted to the subscribers of such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating a Digital Distribution Platform similar to the same Affiliate’s Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) Area of Transmission (“TPO”), then the Affiliate shall take the written approval prior to the Affiliate merging with, acquiring, taking over the Digital Distribution Platform of the TPO. The signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, ’s Digital Distribution Platform upon the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous entering into an agreement with the Broadcaster, , for retransmission of retransmitting the signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then Digital Distribution Platform of the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) . For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee Broadcaster’s share of MRP under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreementherein. (cb) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution PlatformPlatform for which license for operation is obtained by the Affiliate from the applicable statutory authority, either independently by the Affiliate or in joint venture jointly with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through and the Authorized Representative, for discussion Broadcaster shall provide signals of commercial terms of such retransmissionthe Subscribed Channel(s) to the New Digital Distribution Platform Service in accordance with Applicable Laws. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee Broadcaster’s share of MRP currently payable by the Affiliate in terms of this Agreement. (dc) It is hereby clarified that, if applicable, in the event that the Affiliate provides connectivity shall take written approval of the Broadcaster, , prior to retransmission of signals of the Subscribed Channel(s) through its Permitted Digital Distribution Platform to any Cable Operator LCO which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operatorother TPO.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized RepresentativeAgent, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized RepresentativeAgent, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from and the Broadcaster, through the Authorized RepresentativeAgent, for shall mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the subscribers of such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.

MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized RepresentativeAgent, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. (b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. (c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized RepresentativeAgent, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. (d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator.